B. Aircraft Sale and Purchase Agreement dated as of October 1, 2003 between
Seller and RBS (the "ASPA"); and

C. Aircraft Lease Agreement (the "Lease") dated as of \_\_\_\_\_\_\_\_\_\_\_\_, as
supplemented, between Buyer and Lessee.

Capitalized terms used herein without definition will have the same meaning as
in the Agreement.

Seller has sold the Aircraft to Buyer under the ASPA. To accomplish: (i) a
transfer of certain rights from Seller to Buyer in respect of the Aircraft under
the Agreement, all as authorized by the provisions thereof, the parties hereto
agree as follows:



1. Seller hereby assigns to Buyer all of the rights of "Customer" in respect of
the Aircraft under the provisions of the Agreement set forth in the attached
Schedule I (collectively, the "SUBJECT RIGHTS").

2. Buyer acknowledges that it has reviewed and, in connection with any exercise
of the Subject Rights, agrees to be bound by and comply with, all of the
provisions of the Agreement set forth in Schedule I as well as the provisions of
the Agreement set forth in Schedule II, including, without limitation, the
DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in
Article 12 of Part 2 of Exhibit C to the AGTA and the insurance provisions in
Article 11 of the AGTA (collectively, the "DISCLOSED PROVISIONS").